SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2004

UNITED DOMINION REALTY TRUST, INC.

     1745 Shea Center Drive, Suite 200, Highlands Ranch, Colorado 80129

(720) 283-6120

Table of Contents

ITEM 5. Other Events

     United Dominion Realty Trust, Inc. (the “Company”) is re-issuing, in an updated format, its historical financial statements for the fiscal years ended December 31, 2003, 2002, and 2001, in connection with the requirements of Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” (“SFAS No. 144”). The provisions of SFAS No. 144 require, among other things, that the primary assets and liabilities and the results of operations of the Company’s real properties which have been sold subsequent to January 1, 2002, or are held for disposition subsequent to January 1, 2002, be classified as discontinued operations and segregated in the Company’s Consolidated Statements of Operations and Balance Sheets. In compliance with SFAS No. 144, the Company has presented the net operating results and the assets and liabilities of those properties sold or classified as held for disposition through March 31, 2004, as discontinued operations for all periods presented. Under SEC requirements, the same reclassification of continuing and discontinued operations as prescribed by SFAS No. 144 is required for all previously issued annual financial statements for each of the three years shown in the Company’s last Annual Report on Form 10-K, if those financials are incorporated by reference in subsequent filings with the SEC made under the Securities Act of 1933, even though those financial statements relate to periods prior to the date of the reclassification. This reclassification has no effect on the Company’s reported net income available to common stockholders.

     This Current Report on Form 8-K updates Items 6, 7, 8 and 15 and Exhibit 12 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 (the “Form 10-K”), to reflect the primary assets and liabilities and the results of operations of the Company’s real properties which have been sold prior to March 31, 2004 or are held for disposition at March 31, 2004, as discontinued operations. The updated financial information is attached to this Current Report on Form 8-K as Exhibit 99.1. All other items of the Company’s Form 10-K remain unchanged. No attempt has been made to update matters in the Form 10-K except to the extent expressly provided above.

ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits

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Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit Index

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